Common use of Expenses Defined Clause in Contracts

Expenses Defined. As used in this Agreement, the term "Expenses" shall include, without limitation, costs, charges, expenses, including all legal fees as between a solicitor and his client and other professional fees and out-of-pocket expenses for attending discoveries, trials, hearings and meetings to prepare for Proceedings; and including any amounts paid to settle a Proceeding or satisfy a judgment or any fines or penalties levied, any costs, charges and expenses of establishing a right to indemnification hereunder and any income taxes incurred by the Indemnitee as a result of receiving indemnity payments hereunder. Enforcement If a claim or request under this Agreement is not paid by the Indemnitor, or on its behalf, within thirty days after a written claim or request has been received by the Indemnitor, the Indemnitee may at any time thereafter bring suit against the Indemnitor to recover the unpaid amount of the claim or request and if successful in whole or in part, the Indemnitee shall also be entitled to be paid the Expenses of prosecuting such suit. The Indemnitor shall have the right to recoup from the Indemnitee the amount of any item or items of Expenses paid by the Indemnitor pursuant to this Agreement, to the extent such Expenses are not reasonable in nature or amounts; provided, however, that the Indemnitor shall have the burden of proving such Expenses to be unreasonable. The burden of proving that the Indemnitee is not entitled to indemnification for any other reason shall be upon the Indemnitor.